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Automated Benefits Corp. Announces Voting Results of the Special Meeting of Shareholders and New Chief Financial Officer(March 28, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 03/28/12 -- Automated Benefits Corp. (the "Corporation"), (TSX VENTURE:AUT) a software company dedicated to developing applications for the insurance industry in North America and Europe, announced the voting results of the special meeting of shareholders of the Corporation ("Shareholders") that was held on March 27, 2012 (the "Meeting"). The Corporation hereby advises of the following voting results obtained at the Meeting:
-- The Shareholders passed a resolution approving the creation of a new Control Person (as defined under the TSX Venture Exchange's Corporate Finance Manual), being Property Data Holdings, Ltd., as a result of the issuance to Marshall & Swift/Boeckh, LLC ("MSB"), a wholly-owned subsidiary of Decision Insight Information Group, Inc., and/or certain of its affiliates of (i) common shares of the Corporation ("Common Shares") equal to 30% of the Common Shares issued and outstanding immediately following such issuance, after adjusting for issued and outstanding options to acquire Common Shares, and (ii) such number of Common Shares at a price of C$0.27 per Common Share on a private placement basis such that MSB and/or certain of its affiliates will collectively own 33.29% of the outstanding Common Shares as of the closing of the transactions contemplated by a certain asset and stock purchase agreement dated January 25, 2012, all as more particularly described in the Corporation's management information circular dated February 28, 2012. By a show of hands, the resolution was carried. -- The election of the following individuals, being nominees proposed by the management of the Corporation, as directors of the Corporation: Nehal Raj, Christopher Cartwright and Christopher Jutkiewicz. By a show of hands, the resolution was carried. -- The Shareholders passed a resolution providing for the adoption of restricted share plans, all as more particularly described in the Corporation's management information circular dated February 28, 2012. By a show of hands, the resolution was carried.
The Corporation also announced that Blair Baxter would join the Corporation as the new Chief Financial Officer. Mr. Baxter is an experienced CFO at both private and public companies. Over his 25 year career Mr. Baxter has held senior executive positions in a number of companies primarily in the technology sector including Versa Systems Ltd, JumpTV Inc, Burntsand Inc, Iogen Corporation and Choreo Systems Inc. Mr. Baxter also serves as Chair of the Board of Governors of The Michener Institute for Applied Health Sciences. Mr. Baxter holds a Bachelor of Commerce from Carleton University and is a Chartered Accountant.
"We are delighted to welcome Blair Baxter as CFO of Automated Benefits Corp. and we look forward to his active participation in shaping the company's strategy," stated James Swayze, CEO, Automated Benefits Corp. "With his extensive business experience in the technology sector, he will be extremely valuable as we strive to improve Automated Benefits' operational performance."
Pursuant to the resolutions having been passed at the Meeting, the Corporation declared a one-time cash dividend, payable to Shareholders of record as of April 9, 2012, in the amount of C$0.01 for each Common Share issued and outstanding as of April 9, 2012. The Corporation will pay the dividend on or around April 20, 2012 to the Shareholders of record at the close of business on April 9, 2012.
The Corporation also announced that 450,000 options were granted to the senior management of the Corporation in accordance with the Corporation's stock option plan. Each option entitles its holder to purchase one Common Share at a price of $0.34 per Common Share for a period of ten years from the date of grant. The options will vest in three equal tranches with one-third vesting immediately, one-third vesting on the first anniversary of the grant date, and one-third vesting on the second anniversary of the grant date. The granting of the options is subject to regulatory approval.
The Corporation also announced that the TSX Venture Exchange has approved the Corporation's application to pay independent director fees for the period January 1, 2011 to December 31, 2011 through the issuance of Common Shares. The Corporation shall issue 195,374 Common Shares with a deemed value of $0.332 per Common Share (for an aggregate value of $64,863.95) to the independent directors of the Corporation for services provided for the period January 1, 2011 to December 31, 2011. Such aggregate value is the aggregate net amount owing to the independent directors after making all statutorily required source deductions.
About Automated Benefits Corp.
Automated Benefits Corp.?? is a progressive software company dedicated to developing applications for the insurance industry in North America and Europe. The organization currently has two platforms: Symbility Solutions?? and Adjudicare??.
Symbility Solutions provides powerful, accurate and easy-to-use claims processing and estimating software solutions for Property & Casualty Insurers. Our collaborative workflow management, mobile estimating and claims triage solutions allow insurers to reduce costs while delivering a market leading claims experience.
Adjudicare is an advanced, practical software solution used by a network of Employee Benefits Brokers and Third Party Administrator partners across Canada in the adjudication of health and dental claims. Adjudicare's rules-based engine and leading-edge features ensure that claims are precisely adjudicated and paid in real-time, giving our partners' customers optimum flexibility, along with transparent disclosure on the benefit plan's financial performance.
All trade names are the property of their respective owners.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Automated Benefits Corp.
Lucy De Oliveira
Director of Marketing
(416) 359-9339, ext. 1007
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